Unassociated Document


    
       

      Exhibit
        10.38

    

    DELTA
      MUTUAL, INC.

    6%
      PROMISSORY NOTE

     

    
      	
              $20,000

            	
              April
                15, 2008

            
	 	 
	
            	
              Sellersville,
                Pennsylvania

            


    

     

    FOR
      VALUE
      RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the "Company"),
      with
      offices at 111 North Branch Street, Sellersville, PA 18960, promises to pay
      to
Security
      Systems International, Inc.,
      a
      Delaware corporation, (the "Lender"),
      with
      a mailing address of 9034 East Caribbean Lane, Scottsdale, AZ 85260, in lawful
      money of the United States of America, the principal sum of Twenty Thousand
      Dollars ($20,000), together with interest from the date of this Note on the
      unpaid principal balance at a rate equal to six percent (6.0%) per annum,
      computed on the basis of a year of 360 days. All unpaid principal, together
      with
      any then unpaid and accrued interest, shall be due and payable at any time
      after
      the earlier of each of (i) the Maturity Date (as defined below), or (ii) when,
      upon or after the occurrence of an Event of Default (as defined below), such
      amounts are declared due and payable by the Lender or made automatically due
      and
      payable in accordance with the terms hereof.

     

    The
      following is a statement of the rights of the Lender and the conditions to
      which
      this Note is subject, and to which the Lender, by the acceptance of this Note,
      agrees:

     

    
      1.
        Definitions.
        As used
        in this Note, the following capitalized terms have the following
        meanings:

    

     

    "Company"
      includes the corporation initially executing this Note and any Person which
      shall succeed to or assume the obligations of the Company under this
      Note.

     

    1.2
      "Event of Default" has the meaning given in Section 5 hereof.

     

    1.3
      "Lender" shall mean the Person specified in the introductory paragraph of this
      Note. 

     

    1.4
      "Maturity Date" shall mean six months from the date hereof.

     

    1.5
      "Obligations" shall mean all obligations, owed by the Company to the Lender,
      now
      existing or hereafter arising under or pursuant to the terms of this Note.
      

     

    1.6 "Person"
      shall mean and include an individual, a partnership, a corporation (including
      a
      business trust), a joint stock Company, a limited liability Company, an
      unincorporated association, a joint venture or other entity or a governmental
      authority.

    

      2.
        Interest.
        All
        accrued and unpaid interest on this note shall be due and payable on the
        Maturity Date.

    

     

    
      3.
        Repayment
        at the Company’s Option.At
        any
        time after the date hereof and prior to the maturity Date, the Company my
        repay
        this Note, including all accrued interest, without penalty or premium, in
        whole
        or in part; provided that such repayment will be applied first to the payment
        of
        unpaid interest accrued n this Note, and second, to payment of the principal
        amount of this Note.

    

    

      4.
        Representations
        and Warranties of The Lender.
        The
        Lender represents and warrants to the Company upon the acquisition of the
        Note
        as follows:

    

     

    4.1
Binding
      Obligation.
      The
      Lender has full legal capacity, power and authority to execute and deliver
      this
      Note and to perform its obligations hereunder. This Note is a valid and binding
      obligation of the Lender, enforceable in accordance with its terms, except
      as
      limited by bankruptcy, insolvency or other laws of general application relating
      to or affecting the enforcement of creditors' rights generally and general
      principles of equity.

    4.2
      Own Account.
      The
      Lender is purchasing this Note for his own account for investment, not as a
      nominee or agent, and not with a view to, or for resale in connection with,
      the
      distribution thereof. The Lender has such knowledge and experience in financial
      and business matters that the Lender is capable of evaluating the merits and
      risks of such investment, is able to incur a complete loss of such investment
      and is able to bear the economic risk of such investment for an indefinite
      period of time. 

    

      5.
        Events
        of Default.
        The
        occurrence of any of the following shall constitute an "Event of Default"
        under
        this Note:

    

     

    5.1
      Failure to Pay.
      If the
      Company shall fail to pay any principal or interest payment or any other payment
      required under the terms of this Note on the date due and such payment shall
      not
      have been made within fifteen (15) business days of the Company's receipt of
      written notice from the Lender of such failure to pay; 

    5.2
      Voluntary Bankruptcy or Insolvency Proceedings. The
      Company shall (i) apply for or consent to the appointment of a receiver,
      trustee, liquidator or custodian of itself or of all or a substantial part
      of
      its property, (ii) be unable, or admit in writing its inability, to pay its
      debts generally as they mature, (iii) make a general assignment for the benefit
      of its or any of its creditors, (iv) be dissolved or liquidated, (v) become
      insolvent (as such term may be defined or interpreted under any applicable
      statute), (vi) commence a voluntary case or other proceeding seeking
      liquidation, reorganization or other relief with respect to itself or its debts
      under any bankruptcy, insolvency or other similar law now or hereafter in effect
      or consent to any such relief or to the appointment of or taking possession
      of
      its property by any official in an involuntary case or other proceeding
      commenced against it, or (vii) take any action for the purpose of effecting
      any
      of the foregoing; or

    5.3
      Involuntary Bankruptcy or Insolvency Proceedings. Proceedings
      for the appointment of a receiver, trustee, liquidator or custodian of the
      Company or of all or a substantial part of the property thereof, or an
      involuntary case or other proceedings seeking liquidation, reorganization or
      other relief with respect to the Company or the debts thereof under any
      bankruptcy, insolvency or other similar law now or hereafter in effect shall
      be
      commenced and an order for relief entered or such proceeding shall not be
      dismissed or discharged within sixty (60) days of
      commencement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.
      Rights of The Lender upon Default.
      Upon the occurrence or existence of any Event of Default (other than an Event
      of
      Default referred to in Sections 5.2 and 5.3) and at any time thereafter
      during the continuance of such Event of Default, the Lender may, by written
      notice to the Company, declare all outstanding Obligations payable by the
      Company hereunder to be immediately due and payable without presentment, demand,
      protest or any other notice of any kind, all of which are hereby expressly
      waived. Upon the occurrence or existence of any Event of Default described
      in
      Sections 5.2 and 5.3, immediately and without notice, all outstanding
      Obligations payable by the Company hereunder shall automatically become
      immediately due and payable, without presentment, demand, protest or any other
      notice of any kind, all of which are hereby expressly waived. In addition to
      the
      foregoing remedies, upon the occurrence or existence of any Event of Default,
      the Lender may exercise any other right, power or remedy otherwise permitted
      to
      it by law, either by suit in equity or by action at law, or
      both.

     

    7.
      Successors and Assigns.
      Subject to the restrictions on transfer described in Sections 9 and 10
      below, the rights and obligations of the Company and the Lender of this Note
      shall be binding upon and benefit the successors, assigns, heirs, administrators
      and transferees of the parties.

     

    8.
      Waiver and Amendment.
      Any
      provision of this Note may be amended, waived or modified upon the written
      consent of the Company and the Lender.

     

    9.
      Transfer of this Note.
      This
      Note may not be sold, assigned or transferred by the Lender. The Company shall
      treat the Lender hereof as the owner and holder of this Note for the purpose
      of
      receiving all payments of principal and interest hereon and for all other
      purposes whatsoever, whether or not this Note shall be overdue, and the Company
      shall not be affected by notice to the contrary.

     

    10.
      Assignment by The Company.
      Neither this Note nor any of the rights, interests or obligations hereunder
      may
      be assigned, by operation of law or otherwise, in whole or in part, by the
      Company without the prior written consent of the Lender.

     

    11.
      Notices.
      All
      notices, requests, demands, consents, instructions or other communications
      required or permitted hereunder shall in writing and faxed, mailed or delivered
      to each party at the respective addresses or facsimile numbers of the parties.
      All such notices and communications shall be effective (a) when sent by Federal
      Express or other overnight service of recognized standing, on the business
      day
      following the deposit with such service; (b) when mailed, by registered or
      certified mail, first class postage prepaid and addressed as aforesaid through
      the United States Postal Service, upon receipt; (c) when delivered by hand,
      upon
      delivery; and (d) when faxed, upon confirmation of receipt.

     

    12.
      Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    13.
      Governing Law.
      This Note and all actions arising out of or in connection with this Note shall
      be governed by and construed in accordance with the laws of the Commonwealth
      of
      Pennsylvania, without regard to the conflicts of law provisions of the
      Commonwealth of Pennsylvania, or of any other state.

     

    IN
      WITNESS WHEREOF, The Company has caused this Note to be issued as of the date
      first written above.

     

    
      	 	
              DELTA
                MUTUAL, INC.

            
	 	
              a
                Delaware corporation

            
	 	 
	 	
              By: /s/
                Peter F.
                Russo                        

            
	 	
              Name:  Peter
                F. Russo

            
	 	
              Title:    President
                & CEO

            


    

     

    
      
        
        

      

      
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